SOMFY // 2022 Annual Report

06 PARENT COMPANY FINANCIAL STATEMENTS

PROPOSED EXCEPTIONAL DIVIDEND

It will be proposed to the General Meeting to pay on an exceptional basis the sum of €17.00 per share, representing a total of €629,000,000.00. This amount willbe taken from “Optional reserves”.

NOTES TO THE SOMFY SA FINANCIAL STATEMENTS

The financial statements have been prepared for the 12-month period from 1 January 2022 to 31 December 2022.

SIGNIFICANT EVENTS OF THE FINANCIAL YEAR — SIMPLIFIED PUBLIC TENDER OFFER FOR THE SHARES OF SOMFY On 15 November 2022, SOMFY was informed of a draft Simplified Public Tender Offer for its shares, intended to strengthen the Despature family group’s control over the company. The family group already owned 73.9% of SOMFY SA’s share capital and 84.2% of its theoretical voting rights, and sought to delist the company. This Offer, which applied to a maximum of 7,551,738 shares, was fully aligned with the Group’s strategic and operational development and reaffirmed the principal shareholder’s intention to support the Group’s long-term business growth. The Offer, jointly initiated by J.P.J.S. and JP 3 (“the Initiators”), was priced at €143 per share, representing a premium of 38.5% above the volume-weighted average share price over the previous 60 trading days and a premium of 20.6% above the last closing price before the Offer was announced, thus offering shareholders a significant premium relative to the recent market track record of SOMFY SA shares. On 7 December 2022, the Board of Directors issued a reasoned opinion on the Offer and stated that said Offer and its implications were in line with the interests of the Group, its shareholders and employees, and recommended that the company’s shareholders tender their shares to the Offer. This opinion was issued unanimously following the recommendations of the ad hoc committee, comprised of three independent members, and the findings of the report – including a fairness opinion on the financial terms of the Offer – submitted by the independent appraiser Finexsi, appointed upon the proposal of this committee. The AMF declared the Offer compliant on 20 December 2022 and published the notice announcing the opening of the Offer on 21 December 2022, with the Offer period running from 22 December 2022 to 12 January 2023. Following the transaction, since the free float accounted for less than 10% of the company’s share capital and voting rights, a squeeze-out was conducted and the remaining shares were acquired in February 2023. This squeeze-out constitutes a subsequent event. Alongside the structuring of the financial package that enabled the J.P.J.S. and JP 3 holding companies to make the Simplified Public Tender Offer, on 16 December 2022 SOMFY SA took out a €300 million syndicated loan over five years in the form of a revolving credit facility from its main financial partners. This facility replaced the bilateral borrowing facilities still in place with certain banks. An extension of the syndicate to include new partners and increase the amount of the revolving credit facility by €50 million is currently being set up and should be finalised in the first half-year of 2023. This extension constitutes a subsequent event. SYNDICATED LOAN

RUSSIAN-UKRAINIAN CRISIS

The war between Russia and Ukraine has been ongoing since 24 February 2022. It has led to the displacement of huge numbers of the Ukrainian population to neighbouring countries and sanctions against Russia by the international community, caused a sharp rise in energy prices and exacerbated the semi-conductor crisis. SOMFY SA is closely monitoring developments in the Russian-Ukrainian conflict. It is difficult at this stage to assess its repercussions on the economy in general and on SOMFY SA’s business in particular. Within this uncertain environment, potential asset impairment of approximately €1.5 million has been measured by SOMFY SA, for which provision has been made at 31 December 2022. On 14 April 2022, SOMFY SA acquired a 6.33% stake in the share capital of Elcia, the French leader for configurators and software for the windows, doors, roller shutters and shading systems sector, for €5 million. This acquisition was financed from SOMFY SA’s existing cash resources. CONTINGENT LIABILITIES — The proceedings brought against SOMFY SA by Spirel employees before the regional court of Albertville have been closed since 23 June 2021, the employees’ appeal to the highest Court of Appeal having been rejected. In a decision dated 3 May 2022, the Arbitrating Judge of the Labour Court of Albertville dismissed the claim brought by the employees challenging their redundancy and seeking compensation of an amount substantially identical to the amount sought in the proceedings before the regional court (€8.2 million). The proceedings before the Labour Court of Albertville had already been dismissed in 2016 and 2018. Certain employees appealed that decision and the proceedings are thus still ongoing. SOMFY SA continues to qualify the risk as a contingent liability and no provision was recognised at 31 December 2022. In a ruling of 17 December 2021, the Paris Commercial Court had dismissed all claims brought by Alder Holdings SAS (formerly United Technologies Holdings SAS) in its case against SOMFY SA concerning the disposal of CIAT shares in 2015. For reference, Alder Holdings was claiming a total of €18.4 million from the sellers of the CIAT shares (of which SOMFY SA’s portion would have been €8.5 million) under the liability guarantee, in connection with complaints fully contested by the sellers, and also remained liable for deferred payments. In early 2022, Alder Holdings appealed the ruling of 17 December 2021, thus blocking the €10 million held in escrow yet to be received by the sellers (of which €4.3 million for SOMFY SA). Under mediation proceedings led by the Paris Court of Appeal, SOMFY SA and Alder Holdings entered into an agreement on 30 September 2022 to bring the dispute to a close. Under this ACQUISITION OF AN INTEREST IN FRENCH GROUP ELCIA

138

SOMFY – ANNUAL REPORT 2022